Companies Act, 2008 (Act No. 71 of 2008)

Companies Regulations, 2011

Chapter 4 : Offerings of Company Securities

Part B : Requirements Concerning Offering of Securities

48. Application

A report by an auditor required by Part C of this Chapter must not be made by any person who is—

(a)

a director, prescribed officer, or employee of the company or, in the case of a company that is part of a group of companies, of any company that is a part of that group; or

(b)

a partner or employee of, or a person related to, any such director or prescribed officer of the company or, in the case of a company that is part of a group of companies, of any company that is a part of that group.

(2)

If a company has been carrying on business for less than 5 years, or if a business undertaking has been carried on for less than 5 years, the annual·financial statements of the company or business undertaking required by this Chapter must be provided only for the number of financial years that the company has existed, or the business has been carried on.

(3)

To the extent that a person making a report required by Part C of this Chapter considers it necessary to adjust the amount of profits, losses, assets or liabilities dealt with by the report, that person may either—

(a)

include a note setting out the adjustments the person considers ought to be made; or

(b)

make those adjustments, in which case, the person must—

(i)

clearly indicate the adjustments that have been made; and

(ii)

include a note explaining the adjustments that have been made.

(4)

Irrespective of whether a person chooses to set out an adjustment that ought to be made, as contemplated in sub-regulation (3)(a), or makes the adjustment, as contemplated in sub-regulation (3)(b), the person making the report must include a note—

(a)

setting out a factual basis in support of each adjustment, or proposed adjustment, as the case may be; and

(b)

identifying which adjustments have a continuing effect on the company, and which do not.